This Ain't the Layover XXX

WARNING: The following is a work of erotic fan fiction, the events of which are completely made up and did not happen, and is no true reflection of the models, movies, people, places, etc depicted or referenced within. Fantasy is legal. This material is unsuitable to be viewed by those under the legal age limit of viewing pornographic material in your current country of residence. I do not own any of the movies, trademarks, actresses etc referenced in this story.

Starring: Kate Upton, Tyler Steel

Celebs Meet Porn Stars: This Ain't The Layover XXX

An erotic celebrity fan-fiction story.

Based on an idea/series by Cadeauxxx

Written by DaxG2001

Codes: Cons, MF, Oral.

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The video begins with some behind the scenes footage showing a door slightly open that has a sign on it of a gold star with the words 'KATE UPTON' on it. A hand moving in from behind the camera to push the door further to sneakily peek in. Getting to see a back view of the model in question as she's inching up what appears to be a light blue one piece swimsuit up her stunning, juicy curves. Letting out a hiss as she packs her large boobs into the attire before struggling to pull up the zipper.

"Hey!" Kate lets out a yell before laughing as she sees in the reflection of the mirror that she's being filmed. Turning around to walk over to the camera as those rounded mounds jiggled as they were just held in the swimwear. "At least wait until I'm on set to try and film me! And you know this suit you got for me is like a size too small, right?" She pointed out with a knowing smirk, like she could already guess that was the point.

"Really? That's a shame." The voice of the cameraman says and without any regret like he's in on it as well. "But since I've got you here for a second Miss Upton, can I ask why you accepted the offer to star in this production?"

"You mean why I agreed to being filmed getting fucked?" Kate bluntly said, still smiling. "Well, considering that I'm a married woman now and after having had a kid? I figure that if the modelling work is gonna come crashing down at last for me? I might as well go out with a bang! If you'll excuse the pun."

"So that explains why you went for this film, too?" The camera asked, keeping the camera zoomed back so that her rack was still in the shot as she talked.

"Well, I don't exactly have a massive filmography to pick from now, do I? And considering what everyone hoped would happen with me in the film? I guess this makes up for what the real deal actually turned out like." Kate explained. "So this should be one Hell of a time! Especially since from what I've heard I'm exactly the type of gal my co-star for this porno loves." She added, clutching her bust with both hands. "A blonde with big fucking tits." She stated before giving a wink, and then closing the dressing room door as the footage faded to black.

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This Ain't The Layover XXX

The video starts up showing the set that's been made up like a hotel bedroom with pictures in frames on the wall and bedside cabinet with a telephone, along with a spacious bed. Even an open luggage case on a holder is at the side for added effect. Of course, the side-on view of the 'room' shows it's a lot more spacious than a standard room.

Currently we see the male porn star for the production looking over himself in Tyler Steel. Clad in dark pants and a shirt that's already unbuttoned from the top a few times to show off his muscular frame and a hint of tattoos. "Best fucking layover yet..." He says to himself with a smirk. "Got two babes like all over me... A stacked brunette and a blonde bombshell... Decisions, decisions..." He adds as even though with his shaved bald head he doesn't exactly 'match' the actor of the film he's parodying, it's not like that detail is important when it comes to the action that's about to happen. And that's fast approaching when there's a loud knock at the door and he looks over. "Speaking of which..." He says, going over and looking through the peep hole. "Blondie it is." He remarks with a grin as he opens the door.

The sight is a stunning blonde MILF in American model Kate Upton. Giving a smile as the curvaceous beauty is clad just in a set of high heels and a light blue one piece swimsuit like she wore in the film she's parodying. Except the front zipper is already pulled down a bit, showing off deep cleavage of her much lusted after, large and rounded breasts.

"Hope I'm not bothering you too much by stopping by, 'Ryan'..." Kate says, playing the role of 'Meg' for this production as she's already speaking in a seductive tone. Using a hand to twirl strands of her long blonde hair.

"Oh, not at all..." Steel says, letting her step in without any hesitation. "Meg, right? Funny, I was gonna be heading to the pool myself." He claimed, closing the door and quickly locking and applying the chain.

"With that get up?" Upton teases as she walks in a bit, checking out the bed before she turns around. Almost performing a signature catwalk motion when she moves as her huge tits bounce away, flaunting her curves. "Did you get a haircut or something? I kinda remember you with longer hair the other day." She adds, joking about his appearance being different to the lead actor of the film she was in.

"I hope you're not going to make your best friend mad by stopping by here, Meg..." He says, approaching her. "Not that I object to the company of course."

"Oh I think she'd be fucking pissed off if she found out I was getting you all to myself and she wasn't..." 'Meg' said with a rather confident tone, like she was going to make sure of that fact.

"That so, huh?" Tyler keeps smiling as he finds it hard to rip his gaze away from her huge mounds. "And how do you figure that? 'Kate' seems like... A nice gal too..."

"Because she ain't got the fucking big, fat tits like I do..." Kate purred as she locked eyes with him. Boldly pulling down the zipper slowly to blatantly expose her bust. Letting those famous tits bounce free as she even slipped off the straps of her swimsuit from the shoulders for good measure.

"Sweet fucking Christ!!" Steel's eyes went wide as even with his veteran experience in porn, seeing the famous model's chest up close and personal was something special.

"You didn't think I was just here to talk, right?" Kate smirked, not stopping her shameless actions here as she lowered herself down to kneel in front of him. "I came here for some good fucking dick... Oh, and making my bestie jealous too I guess." She added, sounding like she was just half trying to stay in character for this as she reached for his belt.

"Well shit... Be my fucking guest..." 'Ryan' grinned as he stared down and watched her go to work. The camera shifting to a more close up, at the side view of Upton as she pulled his pants down and found his wasn't wearing underwear. So she got a close up look of his fat, long pornstar cock rock hard and pointing at her gorgeous face. Her jaw dropping at seeing such a piece of meat so it looked already like the married woman wasn't quite used to way above average length like this. Leaving Tyler with the time to step out of the pants and slide them along the floor to be off camera and out of the way.

"Oh I'm so fucking glad I got to this before 'Kate' did..." She found her smile again as she reached up, gripping his cock. Even the simple action of stroking his prick made her large MILF titties shake for the camera to enjoy. "Because trust me, she can't even suck dick half as good as I can... Blondes do have more fun after all." She said, before letting her actions further speak as she leaned in. Sliding her tongue across the crown of his cock to start him moaning. Her co-star further undressing already with undoing the bottom buttons of his shirt but more so there's a clear view as she starts lapping at his cock. Combining the swirl of her tongue over the fat crown nicely with her pumping hand.

That wouldn't be enough either for him or this skin flick altogether so it wasn't long before she parted her lips and sunk downward to really get him groaning with approval. The multi-time Sports Illustrated model starting to raise and lower her head along his thick shaft as her lips stretched around a meaty size she wasn't quite used to. Smoothly lifting up and down with a slow motion, putting on a show as she stared up with a sinful look that itself didn't seem completely to just be faked. Groaning herself around his dick as she slurped up and down. Stroking off the bottom part with her hand as she still was getting used to the thickness. Focusing on the upper inches and the crown as she slid upward until the head was still between her lips before pushing downward. Almost meeting her hand as she still double teamed his big dick and got a taste of him, but a sense of how much this stud can handle.

"Mmmmmmphhh... Hmmmmmm... Mmmmmphhh..." She moaned around his inches as her blonde haired head rocked back and forth. Glancing to the side at the camera she knows is filming her sucking the cock of a man she isn't married to as she bobs smoothly along his inches. Giving a sinful loo as she's fully aware of how sinful this is and isn't feeling any shame at all. "Mmmmmphh!! Mmmmmm! Hmmmmmphhh... Shhhhrrrppp..." She returned to looking up when she felt his hands stroking back those golden locks of hers over her shoulder, ensuring the camera got the clear view of that pretty face as her cheeks flexed from sucking away. Her saliva starting to coat him from the repeated motion as she impressively didn't even need to pull off of him for air.

"Mmmmmm shit... Yeah, suck that fucking dick... Mmmmmm fuck..." The porno co-star encouraged between his own groans. Showing off his stamina as he wasn't even sweating yet despite having one of if not the most famous model in the world slurping away on his dick. Her huge tits still jiggling with each push up or down of the head she delivered as she blew him. "Mmmmm fuck... You've fucking done this before, ain't you babe? Mmmmmm... Hot, stacked fucking blonde cock sucker... Mmmmm..." He added with more blunt but fitting dirty talk as he stared down and watched that pretty face sliding along his pole. Making sure to keep her hair stroked back when it fell out of place from the eager motion. Not even needing to thrust forward as she kept working over his dick steadily with her hand stroking and twisting at the base and her mouth more than handling the upper part.

"Mmmmmmphhh!! MMMMM... GAHHHHHH HHHHHLLLKK..." As the minutes passed, Kate removed her hand from off of his prick. Pushing her warm and wet mouth down further onto his member at the expense of making herself sexily choke when his crown connected with the back of her mouth. More saliva seeping down her chin as she kept on bobbing, leaving the spit falling down from herself and his dick onto her chest. "GAAAAAAHH... MMMMMPHHH... HHHHHRRRKKK!! MMMMM..." Her hand gripped his thigh for some support as she steadily fucked her face on his cock. Pushing down deep, fighting through the discomfort of what seemed like her first time deep throating let alone anything with this vast size. Not letting it stop her as she bobbed away and kept her spit coating him as she stared with lusty eyes up at her fuck buddy for this encounter. Keeping his moans coming with each slurp and gag she delivered onto his pole.

"AHHHHLLLKKK... GAAAAAAHHH!! HHHHHRRRRKKK..." Upton looked to be determined to make the most of this all in more ways than just one as the busty MILF plunged her own mouth up and down on such a thick dick. Forcing her lips down further to touch his base, showing her nose touching his crotch as she went for a full deep throat that even surprised herself from the wide eyed look she had. "GAAAAAAAHHH... MMMMMMMPHHH!!" Soon that lusty expression returning as she kept herself held down onto him, even stroking his thigh a bit like she was proud of her own dirty actions before she quickly pulled up and off from him. "FUCK!!" She groaned out, spitting a large dollop of spit onto him before she took in air. Following up with another round of this time more steady slurps along his dick to once again work over the upper part. No complaints from her partner here as he moaned out and let her show off her more than impressive cock sucking talents.

"Mmmmmm... Yeah... I think your friend... Mmmmm... Will have her work cut out, trying to match anything like that..." Steel stated the obvious as he pulled out of her groaning mouth as the spit still dripped off from him.

"You know, I could have sucked you off a little longer..." Kate rather shamelessly said, licking her lips clean before she stood up.

"Not used to a guy lasting, huh?" Tyler now took a turn to tease, knowing full well that the woman he's getting it on with is happily married to another man.

"A girl can enjoy herself once in a while, can't she?" Upton tried to dodge directly saying it, but her tone along with the wink she gave seemed to indicate the answer quite clearly. But the attention soon went on her slipping down the rest of that blue swimsuit as she showing off her perhaps overlooked, rounded backside along with a smoothly shaved, and already wet, pussy.

"Well, we might as well enjoy this Layover, right?" He keeps smiling as he watches Upton ditch the heels as well so she's completely naked before she climbs up onto the bed to lay on her side on it. He moves to the edge of the comfy bed, pulling her back a bit as he holds up a leg against him around the back. Giving the camera a full, clear view of him pushing his fat, long cock into the stacked MILF's wet pussy and doing so bareback. Even just the head being inside of her makes her eyes widen as she gasps out, then moaning as her arm stretches out along the bed in reflex. Showing how the pleasure is strong already as her twat starts to spread and accept this fat cock. Staring across with her gaze already switching from between her legs and up at him as he fills her up.

"OH FUCK!! MMMMM... Fuck!! That's... MMMMM!! That's so fucking big!! MMMMM..." Kate gasped again, finding herself staring with a new form of cock-shock at both how good it felt to be stretched out by some thick, long dick and the fact she's able to take it. Further exposing, even if not intentionally, that the man she's married too might not be packing this kind of pussy pleasing hardware that's been deep in countless women before her. "Oooooooh! MMMMMM... Oh fuck!! MMMMM... Oh fuck..." She groaned, staring again as he began to thrust. Easily making her huge breasts bounce as her body jolted along the sheets as he fed his cock in and out of her snug, wet pussy. Making himself moan as he went to work and quickly established a smooth and steady motion. Allowing her to adjust to his vast size but still putting in plenty of force to make her body shift and keep those famous, rounded titties of her jiggling.

Working his hips back and forth, he smoothly pumped away into that slick and snug snatch of the world famous model. Groaning out in delight from how her MILF twat was gripping his pole as he made full use of getting to plough into a blonde bombshell. No intimidation either from getting a piece of the curvaceous beauty as he thrust his prick in firmly. Gradually working more and more of his size into her wet and already needed snatch as her moans of approval more than encouraged him. As if the feeling of being in a cover girl's box wasn't enough of a turn on already. Still barely breaking out into a sweat despite having been sucked off by her and now getting close to being balls deep in another of her pleasurable holes.

"MMMMMM FUCK... Oh shit! OH FUCK!! MMMMM... Oh God that's so fucking big!! MMMMM..." Upton groaned, already putting on a far better, and more visually appealing, performance for this skin flick parody than in all the 'real' movies she's ever starred in as her stunning body jolts back and forth in time with the deep, stiff thrusts into her love tunnel she's taking. Having to toss her long blonde hair back so she can keep looking without distraction at that fat cock she's already rather easily taking in and out. Like the cover girl for countless magazines over the years was a natural Size Queen as groaned out with every deep pump she handled. "MMMMM!! FUCK!! Ooooooooooh FUCK... MMMMM... So fucking big! MMMMM... So fucking good!! MMMMMM..." She gasped out as her mouth stayed hanging open from the pleasure. Looking already like this wasn't just the biggest cock she's ever had, but the best sex already and the stud deep inside of her was just getting started with her. Showing her that a woman with a body built like hers more than deserves some big cock action from a veteran skin flick hunk like him.

After a few more minutes, it wasn't just moans being heard around the hotel room set. The sharp smack of skin hitting tanned skin as the muscular body of the porn star began to slap off the juicy, curved body of the model laying across the bed. Filling her snatch up balls deep with dick and more than keeping her moaning out from the feeling. Managing to stretch out a beauty who is already a certified MILF as he groans out too from having her slick walls clamping nicely around his tool. Working himself like a piston back and forth into her, ensuring those huge, rounded tits of hers are staying on display with bounce after bounce as her frame works back against his motion. Sliding back towards his crotch when he sends a fresh thrust into her to make her jolt away, but his grip on her ensuring she only moves a couple inches away before being drawn back in for the next pump.

Steel stays focused on the task at hand as he briskly works his dick in and out of that wet, tight pussy of the stunning celebrity model. Keeping her leg held up and the other pushed out so there's a clear view of his fat, long dick ploughing away into her slot over and over. Drilling her firmly and steadily to keep them both moaning out. Making his co-star for this porno parody start to sweat from how good he's been handling that one of a kind body of hers. No shame either in pounding another man's wife and bareback no less as he keeps her tits shaking with each deep thrust into her tunnel. Only briefly glancing across at the total look of pleasure on her already gorgeous enough face as he keeps his gaze for the most part at least down at his crotch to watch himself slide in and out of her twat. A task difficult enough with the major distraction of her big titties rippling away as he keeps that smack of their bodies meeting ringing out.

"MMMMMM..." Kate groaned, watching the hunk pulling out of her already well fucked box and showing off the slightly gaping state of her folds let alone all the juices coating his prick. "God, I hope there's fucking more where that came from." She purred as a grin returned to her.

"Sure is, babe... But it's time you worked for it..." Steel said, returning the smile as he now moved up to lay on the bed. "After all, you want to get one over on your best friend, right?" He added as he stayed in 'character' for the parody.

"Huh? Oh right! Yeah..." Upton nodded as she'd been so caught up in such good, wild sex she'd almost forgotten the purpose of this all. "Yeah, totally gonna make that bitch pissed at me." She said, moving over to straddle him and position herself over his crotch.

Facing out the way, the camera now has a clear front view of her as she reaches down, lining up that long shaft and still not being concerned about him not wearing a condom for this action as she slid down slowly onto his dick. Once again gasping out with wide eyes when she stuffs herself full this time and she meets his crotch to take him in all the way. Giving herself a moment to grind down and adjust while he takes a hold of her waist with a firm grip so she's got plenty of support for the motion to come. Letting her however get things going again to show how willing, and all too eagerly for a married woman, she is for this. Soon enough she lifts up, going to the midway point on his rod before she drops down with the aid of gravity. Allowing her huge tits to bounce away in time with the rest of her for a sight that's red hot alone, but is combined with her taking a fat dick as her crotch is on full display too.